Limited joint-stock partnership in Poland

A limited joint‑stock partnership is a personal commercial partnership. Its purpose is to operate a business under its own name. In this partnership at least one partner is fully liable for the company’s obligations as a general partner. At least one partner is a shareholder and does not bear liability for the company’s debts. The structure of the partnership combines features of a general partnership and a joint‑stock company.

Application of regulations

In matters concerning general partners, the rules governing a general partnership apply. This includes relations between general partners, relations with shareholders and relations with third parties. In all other matters, the rules governing a joint‑stock company apply. These include regulations on share capital, shares, the supervisory board and the general meeting. The share capital of the partnership must be at least fifty thousand zlotys.

Partnership name

The name of the partnership must include the surname of a general partner and the designation “limited joint‑stock partnership”. The abbreviation “S.K.A.” may be used in business dealings. If the general partner is a legal person, the full name of that entity must appear in the partnership name. The surname of a shareholder may not appear in the name. If it does, the shareholder becomes liable to third parties as a general partner. The partnership must disclose in its documents its name, address, registration number, tax identification number and the amount of its share capital.

Duties of the shareholder

A shareholder is obliged only to the contributions specified in the statute. A shareholder does not bear liability for the company’s obligations. Their role is limited to capital participation and exercising corporate rights.

Partnership statute

The statute is signed by the founders. All general partners must sign it. The statute defines the name, registered office and business activity. It must specify the contributions of general partners and their value. It defines the amount of share capital, the method of its collection and the types of shares. It also sets out the organisation of the general meeting and the supervisory board. The statute must be executed in the form of a notarial deed.

Contributions of general partners

A general partner may contribute to the share capital or to other funds. Contributing to the share capital does not limit the general partner’s unlimited liability. A general partner always remains fully liable for the company’s obligations.

Registration of the partnership

The registration application must include the name, registered office and address. It must specify the share capital, number of shares and their nominal value. It must include the details of general partners and persons authorised to represent the partnership. The application must also indicate whether shareholders contribute non‑cash assets. The partnership is formed upon entry into the register. Persons acting before registration are jointly and severally liable.

Liability of the shareholder

A shareholder does not bear liability for the company’s obligations. Their risk is limited to the contribution made. Liability for the company’s debts rests with the general partners.

Admission of a general partner

A new general partner may join the partnership with the consent of all existing general partners. Their declaration must be made in the form of a notarial deed. A new general partner is also liable for obligations existing at the time of registration.

Representation of the partnership

The partnership is represented by general partners. Depriving a general partner of the right of representation requires an amendment to the statute. Such an amendment requires the consent of all general partners. Deprivation of representation against the partner’s objection may occur only for important reasons by a final court decision.

Shareholder as attorney‑in‑fact

A shareholder may represent the partnership only as an attorney‑in‑fact. If they act without disclosing their authority or exceed its scope, they are liable without limitation toward third parties.

Ineffectiveness of conflicting provisions

Provisions of the statute that conflict with the rules governing relations with third parties are ineffective toward those persons. This protects legal certainty in business dealings.

Management of the partnership

Each general partner has the right and duty to manage the partnership’s affairs. The statute may assign management to one or several general partners. Any change in this respect requires the consent of all general partners.

Limitations on the general partner’s powers

A general partner does not manage matters assigned to the general meeting or the supervisory board. The scope of their powers follows from the statute and the law.

Supervisory board

A supervisory board may be established in the partnership. If the number of shareholders exceeds twenty‑five, the board is mandatory. Members of the board are appointed by the general meeting. A general partner cannot be a board member. The board may delegate its members to temporarily perform the duties of general partners in exceptional circumstances.

Powers of the supervisory board

The supervisory board exercises ongoing supervision over the partnership’s activities. It may bring an action for damages against general partners. It acts in the interest of the partnership and its shareholders.

Attorney‑in‑fact in the absence of a board

If no supervisory board is established, an attorney‑in‑fact is appointed by the general meeting. The attorney represents the partnership in matters concerning the liability of general partners.

General meeting

The general meeting may be ordinary or extraordinary. Shareholders and general partners may participate. Each share gives one vote unless the statute provides otherwise. A shareholder cannot be deprived of voting rights.

Resolutions of the general meeting

The general meeting approves reports and grants discharge to general partners and board members. It adopts resolutions on the selection of an auditor and dissolution of the partnership. Many matters require the unanimous consent of all general partners. These include profit distribution, sale of the enterprise, amendments to the statute and mergers.

Participation in profits

General partners and shareholders participate in profits proportionally to their contributions. The statute may provide different rules. A general partner receiving remuneration for managing the partnership does not participate in profits corresponding to the value of their work.

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